MWG Multi Ways Holdings Limited

 

As filed with the Securities and Exchange Commission on November 2, 2023

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

 

MULTI WAYS HOLDINGS LIMITED

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

3E Gul Circle
Singapore		629633
(Address of Principal Executive Offices)		(Zip Code)

 

2023 Equity Incentive Plan

(Full Title of the Plan)

 

Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, New York 10168

(Name and Address of Agent for Service)

 

800-221-0102

(Telephone Number, Including Area Code, of Agent for Service)

 

Copy To:

 

William S. Rosenstadt, Esq.

Mengyi “Jason” Ye, Esq.
Yarona L. Yieh, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY 10017
Tel: +1-212-588-0022

Fax: +1-212-826-9307

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

EXPLANATORY NOTE

 

This registration statement (this “Registration Statement”) is filed by Multi Ways Holdings Limited (the “Registrant”) to register securities issuable pursuant to the Multi Ways Holdings Limited 2023 Equity Incentive Plan (as amended and restated, “the 2023 Equity Incentive Plan”). The securities registered hereby consist of 3,000,000 ordinary shares, US$0.00025 par value per share of the Registrant, which represent the number of ordinary shares that were authorized under the 2023 Equity Incentive Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the 2023 Equity Incentive Plan. Any ordinary shares covered by an award granted under the 2023 Equity Incentive Plan (or portion of an award) that terminates, expires, lapses or repurchased for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of ordinary shares that may be issued under the 2023 Equity Incentive Plan.

 

PART I

 

INFORMATION REQUIRED IN THE 10(A) PROSPECTUS

 

Item 1. Plan Information*

 

Item 2. Registrant Information and Employee Plan Annual Information*

 

* The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants of the 2023 Equity Incentive Plan, as specified by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents, and all documents we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and shall be deemed to be a part hereof from the date of the filing of such documents:

 

(1)

our Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the Commission on May 15, 2023;

 

(2)

our Reports on Form 6-K, filed with the Commission on May 16, 2023, October 31, 2023 and November 1, 2023;

 

(3)

The description of our ordinary shares incorporated by reference in our registration statement on Form 8-A, as amended (File No. 001-41669) filed with the Commission on March 28, 2023, including any amendment and report subsequently filed for the purpose of updating that description; and

 

(4)

all reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the report referred to in (1) above.

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement.

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6. Indemnification of Directors and Officers.

 

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

 

Our Amended and Restated Memorandum and Articles provide that that we shall indemnify our directors and officers, and their personal representatives, against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such persons, other than by reason of such person’s dishonesty, wilful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.

 

In addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in our Amended and Restated Memorandum and Articles of Association.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

Reference is hereby made to the Exhibit Index, which is incorporated herein by reference.

 

 

Item 9. Undertakings.

 

A. The undersigned Registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(a) To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(b) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

 

(c) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

EXHIBIT INDEX

 

Exhibit No.		Description
4.1		Amended and Restated Memorandum and Articles of Association of Multi Ways Holdings Limited (incorporated by reference to Exhibit 3.1 to our registration statement on Form F-1 (File No. 333-269641), as amended, initially filed with the SEC on February 8, 2023)
5.1		Opinion of Conyers Dill & Pearman (filed herewith)
10.1		2023 Equity Incentive Plan of Multi Ways Holdings Limited (incorporated by reference to Exhibit 99.1 to the report on Form 6-K filed with the SEC on November 1, 2023)
23.1		Consent of Conyers Dill & Pearman (included in Exhibit 5.1)
23.2		Consent of Onestop Assurance PAC (filed herewith)
24.1		Power of Attorney (included on the signature page of this Registration Statement)
107		Filing Fee Table (filed herewith)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on November 2, 2023.

 

	MULTI WAYS HOLDINGS LIMITED
	By:	/s/ Lim Eng Hock
	Name:	Lim Eng Hock
	Title:	Executive Director, Chairman and Chief Executive Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Lim Eng Hock and Lee Pei Pei, and each of them acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on November 2, 2023.

 

Signature		Title		Date
/s/ Lim Eng Hock		Executive Director, Chairman		November 2, 2023
Lim Eng Hock		and Chief Executive Officer (Principal Executive Officer)
/s/ Lee Pei Pei		Chief Financial Officer		November 2, 2023
Lee Pei Pei		(Principal Financial and Accounting Officer)
/s/ Lee Noi Geck		Executive Director		November 2, 2023
Lee Noi Geck		and Chief Executive Officer
/s/ Chin Hoong “Edmund” Chan		Director		November 2, 2023
Chin Hoong “Edmund” Chan
/s/ Gang Wong		Director		November 2, 2023
Gang Wong
/s/ Chin Heng “Jimmy” Neo		Director		November 2, 2023
Chin Heng “Jimmy” Neo

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Multi Ways Holdings Limited, has signed this registration statement or amendment thereto in New York, NY on November 2, 2023.

 

	Authorized U.S. Representative Cogency Global Inc.
	By:	/s/ Colleen A. De Vries
		Name: Colleen A. De Vries
		Title: Senior Vice President

 

 

Exhibit 5.1

 

CONYERS DILL & PEARMAN   29th Floor One Exchange Square 8 Connaught Place Central Hong Kong   T +852 2524 7106 | F +852 2845 9268   conyers.com

 

1 November 2023

 

Matter No.: 837655 / 109328141
852 2842 9530
Richard.hall@conyers.com

852 28429549

Angie.chu@conyers.com

 

Multi Ways Holdings Limited

Cricket Square, Hutchins Drive

P.O. Box 2681

KY1-1111

Cayman Islands

 

Dear Sir/ Madam,

 

Re: Multi Ways Holdings Limited (the “Company”)

 

We have acted as special legal counsel in the Cayman Islands to the Company in connection with a registration statement on form S-8 filed with the U.S. Securities and Exchange Commission (the “Commission”) on 1 November 2023 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), relating to the registration of up to 3,000,000 ordinary shares par value US$0.00025 per share (the “Ordinary Shares”) to be issued pursuant to the Multi Ways Holdings Limited 2023 equity incentive plan (the “Plan”, which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

 

1.	DOCUMENTS REVIEWED

 

For the purposes of giving this opinion, we have examined the following documents:

 

1.1.	a copy of the Registration Statement; and

 

1.2.	a copy of the Plan.

 

The documents listed in items 1.1 through 1.2 above are herein sometimes collectively referred to as the “Documents” (which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

 

We have also reviewed:

 

1.3.	a copy of the amended and restated memorandum of association and amended and restated articles of association of the Company each certified by the secretary of the Company on 30 October 2023;

 

1.4.	a copy of the written resolutions of directors of the Company dated 19 October 2023 (the “Resolutions”);

 

Partners: Piers J. Alexander, Christopher W. H. Bickley, Peter H. Y. Ch’ng, Anna W. T. Chong, Angie Y. Y. Chu, Vivien C. S. Fung, Richard J. Hall, Norman Hau, Wynne Lau, Paul M. L. Lim, Anna W. X. Lin, Teresa F. Tsai, Flora K. Y. Wong, Lilian S. C. Woo, Mark P. Yeadon

 

Consultant: David M. Lamb

 

BERMUDA | BRITISH VIRGIN ISLANDS | CAYMAN ISLANDS

 

 

1.5.	a copy of a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 27 October 2023 (the “Certificate Date”);

 

1.6.	a copy of a certificate of incumbency issued by the registered office service provider of the Company dated 30 October 2023 (“Incumbency Certificate”); and

 

1.7.	such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

 

2.	ASSUMPTIONS

 

We have assumed:

 

2.1.	the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;

 

2.2.	that where a document has been examined by us in draft form, it will be or has been executed and/or in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

 

2.3.	the accuracy and completeness of all factual representations made in the Registration Statement, the Plan and the other documents reviewed by us;

 

2.4.	that the Resolutions were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended;

 

2.5.	that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein;

 

2.6.	that upon issue of any Ordinary Shares by the Company under the Plan the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof;

 

2.7.

the validity and binding effect under the laws of the State of New York (the “Foreign Laws”) of the Registration Statement and the Plan in accordance with their respective terms and that the Registration Statement will be duly filed with the Commission and have become effective prior to the issue by the Company of any Ordinary Shares under the Plan;

 

2.8.	that the contents of the Incumbency Certificate are true and correct as of the date thereof, the date of the Resolutions and as of the date hereof;

 

2.9.	the Company has not taken any action to appoint a restructuring officer;

 

2.10.

that all necessary corporate action will be taken to authorise and approve any issue of the Ordinary Shares in connection with the Plan; and

 

2.11.

that on the date of issuance of any of the Ordinary Shares, (i) the Company will have sufficient authorised but unissued Ordinary Shares, and (ii) the Company is and after issuing such Ordinary Shares will be able to pay its debts.

 

 

3.	QUALIFICATIONS

 

3.1.	The obligations of the Company under the Documents:

 

(a)

will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, amalgamation, merger, consolidation, moratorium, bribery, corruption, money laundering, terrorist financing, proliferation financing or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors as well as applicable international sanctions;

 

(b)

will be subject to statutory limitation of the time within which proceedings may be brought;

 

(c)

will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available;

 

(d)

may not be given effect to by a Cayman Islands court, whether or not it was applying the Foreign Laws, if and to the extent they constitute the payment of an amount which is in the nature of a penalty; and

 

(e)

may not be given effect by a Cayman Islands court to the extent that they are to be performed in a jurisdiction outside the Cayman Islands and such performance would be illegal under the laws of that jurisdiction. Notwithstanding any contractual submission to the exclusive or non-exclusive jurisdiction of specific courts, a Cayman Islands court has inherent discretion to stay or allow proceedings in the Cayman Islands against the Company under the Documents if there are other proceedings in respect of those Documents simultaneously underway against the Company in another jurisdiction.

 

3.2.	We express no opinion as to the enforceability of any provision of the Documents which provides for the payment of a specified rate of interest on the amount of a judgment after the date of judgment or which purports to fetter the statutory powers of the Company.

 

3.3.	We express no opinion with respect to the issuance of Ordinary Shares pursuant to any provision of the Plan that purports to obligate the Company to issue Ordinary Shares following the commencement of a winding up or liquidation.

 

3.4.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Ordinary Shares by the Company and is not to be relied upon in respect of any other matter.

 

4.

OPINION

 

On the basis of and subject to the foregoing, we are of the opinion that:

 

4.1.

The Company is duly incorporated and existing under the laws of the Cayman Islands and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Companies Act (“Act”), a company is deemed to be in good standing if all fees and penalties under the Act have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Act.

 

4.2.

The Ordinary Shares to be issued pursuant to the Plan have been duly authorised, and when issued and paid for in accordance with the Plan and registered in the register of members of the Company, will be validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof).

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

 

Yours faithfully,

 

/s/ Conyers Dill & Pearman

 

Conyers Dill & Pearman

 

 

Exhibit 23.2

 

Onestop Assurance PAC Co. Registration No.: 201823302D Tel: 9644 9531 10 Anson road #13-09 International plaza Singapore-079903 Email: audit@onestop-ca.com Website: www.onestop-ca.com

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Multi Ways Holdings Limited and Subsidiaries (collectively referred to as the “Company”) of our audit report dated May 15, 2023, with respect to the consolidated financial statements of the Company appearing in its Annual Report on Form 20-F for the year ended December 31, 2022.

 

/s/ Onestop Assurance PAC

 

Onestop Assurance PAC

 

Singapore

 

November 2, 2023

 

 

EXHIBIT 107

 

Calculation of Filing Fee Tables

 

S-8

(Form Type)

 

Multi Ways Holdings Limited

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered (1)				Proposed Maximum Offering Price Per Share (2)				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Ordinary shares, US$0.00025 par value per share		Rule 457(c) and (h)			3,000,000			$	0.30335			$	910,050			$	0.00014760			$	134.33
Total Offering Amounts																						$	134.33
Total Fee Offsets																						$	0
Net Fee Due																						$	134.33

 

(1)	This Registration Statement on Form S-8 covers additional shares of ordinary shares, US$0.00025 par value per share of Multi Ways Holdings Limited (“Registrant”) issuable pursuant to the Multi Ways Holdings Limited 2023 Equity Incentive Plan of Multi Ways Holdings Limited (as amended and restated, the “2023 Equity Incentive Plan”) of the Registrant. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement is deemed to cover an indeterminate number of ordinary shares which may be offered and issued to prevent dilution resulting from share splits, share dividends or similar transactions as provided in the 2023 Equity Incentive Plan.
(2)	The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$0.30335 per ordinary share, the average of the high and low prices for the Registrant’s ordinary share as quoted on the NYSE American on October 31, 2023.

 

 

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